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Re-domiciliation (relocation) of a company to another jurisdiction

The question of redomicile of the company registered in one country to another jurisdiction becomes relevant if the current country changes the conditions of company operation such as its tax rate, or if the presence of the company in the original country of domicile is unsustainable for other reasons.

In such situations, the easiest option is to incorporate a new company in another country and to forget the “old” company. However, this is not always possible. The “old” company may have its own experience, contracts or a familiar name to be retained. It is in such cases that the issue of redomicile of the company to another jurisdiction as the same legal entity is appropriate thus maintaining its existing business history.

It is important to note that redomicile may only be performed between two countries where both of them recognise redomicile between jurisdictions. This aspect is laid down in the company law of each country. As an example, in the BVI, redomicile of foreign companies under the British Virgin Islands jurisdiction is regulated by Sections 180-183 of the BVI Companies Act 2004, and companies wishing to re-domicile from the British Virgin Islands to another country is governed by Section 184 of the same Act.

On the other hand, as an example, the United Kingdom does not allow the re-domicile of companies, so it does not accept incoming companies and does not let existing companies re-domicile to other countries.

The re-domiciliation procedure may have particular differences in each country, but generally it will include the following steps:

  1. A company incorporated in one country should be in good standing status as at the moment of its redomicile, so where this country has the relevant requirements in place, the company files statements, pays all fees applicable as at the moment of redomicile and orders a certificate of good standing from the register.
  2. The company signs minutes of re-domiciliation to confirm that the relevant decision has been taken by the board on the company’s re-domiciliation to another jurisdiction.
  3. The above minutes are certified by an Apostille and sent to the new jurisdiction together with the certificate of good standing, legalised copies of the certificate of incorporation and the articles of association.
  4. After the above documents are received by and accepted into the new jurisdiction, the register of companies will issue a certificate of continuation to confirm that from the date of issue the company is incorporated in this new country and subject to its legislation.
  5. After the new country recognises the fact of the company’s re-domicile, the remaining procedures should be carried out to strike off the company from the register of the first country on the basis of its re-domicile.

Accordingly, the procedure of the company’s re-domicile both prior and post re-domiciliation covers both work to set up the in the new jurisdiction, as well as work to implement all formalities in the first country.